374Water (SCWO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on September 18, 2026, with voting on key proposals and director elections.

• Proxy materials, including the 2025 Annual Report, are distributed to shareholders as of July 31, 2026.

• Shareholders can vote online, by phone, or by mail, and are encouraged to participate regardless of share count.

Voting matters and shareholder proposals

• Four proposals: election of six directors, reduction of authorized shares, amendment to exculpation provision, and auditor ratification.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by February 1, 2027, following SEC and bylaw requirements.

Board of directors and corporate governance

• Six director nominees, all incumbents, with diverse backgrounds in engineering, finance, real estate, and technology.

• Board structure separates Chair and CEO roles for independence; four of six directors are independent.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters.

• Code of Conduct and Ethics and insider trading policy in place; compensation recovery policy adopted per Nasdaq rules.